Exhibit 10.21


 


AMERICOLD SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN

PENSION RESTORATION AGREEMENT


 


THIS
PENSION RESTORATION AGREEMENT (this “Agreement”) made
and entered into as of the 5th day of December, 2005, by and between
AMERICOLD LOGISTICS, LLC, a Delaware limited liability company (the “Company”), and Neal Rider (the “Employee”) pursuant to the AmeriCold Supplemental
Executive Retirement Plan (the “SERP”).


 


WITNESSETH:


 


WHEREAS,
the Company sponsors the SERP for the benefit of those employees of the Company
who have been selected for participation in the SERP; and


 


WHEREAS,
to reward Employee for his exemplary service in the past and for his continued
service in the future, the Company’s Compensation Committee has designated
Employee as an “Eligible
Employee” for purposes of
the SERP; and


 


WHEREAS,
Employee and the Company desire to enter into this Agreement to memorialize the
Company’s agreement to provide the Employee with certain credits under the SERP
and the Employee’s agreement to be bound by the terms of the SERP document.


 


NOW,
THEREFORE, in consideration of the mutual understandings and agreements
contained herein, the parties hereby agree as follows:


 


1.                                            General Provisions.
This Agreement is subject in all respects to the terms of the SERP document,
which is incorporated herein by reference. To the extent that there is any
inconsistency between this Agreement and the SERP document, the SERP document
shall control. All capitalized terms not otherwise defined herein shall have
the meanings given them in the SERP document.


 


2.                                            Company Credits.


 


(a)                                  Section 3.1(e) of the SERP provides
that, in addition to Participant Salary Deferrals and Bonus Deferrals and
Company Matching Credits with respect to such Salary Deferrals and Bonus
Deferrals, the Company may, in its sole discretion, credit Company
Discretionary Credits to a Participant’s SERP Account.


 


(b)                                 Effective January 1, 2006, the Company
hereby agrees to credit Employee’s Account with a Company Discretionary Credit
equal to the amount determined in Section 2(c) hereof for each Plan
Year that, as of December 31 of such Plan Year, the Employee continues to
be an Eligible Employee. Such Company Discretionary Credits shall be deemed
invested, shall vest, and shall be distributed in the manner provided for under
the SERP.


 


(c)                                  The amount of the Company Discretionary
Credit credited to Employee’s Account with respect to a particular Plan Year
shall be equal to the Employee’s “Compensation” (defined as the aggregate amount of the
Employee’s Salary Compensation and Bonus Compensation earned during the Plan
Year) multiplied by the “Applicable
Percentage” (which is
specified in the chart below) associated with the Employee’s Years of Service
as of January 1 of such Plan Year:


 

















 




	
  Years of
  Service

  	
   

  	
  Applicable
  Percentage

  
	
  1-5

  	
   

  	
  3.0%

  
	
  5-10

  	
   

  	
  3.5%

  
	
  10-15

  	
   

  	
  4.0%

  
	
  15-20

  	
   

  	
  4.5%

  
	
  20 or more

  	
   

  	
  5.0%

  






 


3.                                       Waiver. The failure of either of the parties hereto at any time or times to require performance of any provision hereof shall in no manner affect
the right to enforce the same. No waiver by either of the parties hereto of any
condition or the breach of any term or provision contained in this Agreement or
the SERP, whether by conduct or otherwise, in any one or more instances, shall be
deemed or construed to be a further or continuing waiver of any such condition
or breach or a wavier of any other condition or the breach of any other term or condition contained in this Agreement or the SERP.


 


4.                                       Severability. In the event that any court of competent
jurisdiction shall hold that any term or provision of this Agreement shall be
invalid or unenforceable, the remaining terms and provisions hereof shall
continue in full force and effect, and this Agreement shall be deemed to be
amended automatically to exclude the offending provision.


 


5.                                       Counterparts. This Agreement may be executed in multiple
copies and each such executed copy shall be an original of this Agreement.


 


6.                                       Governing Law. To the extent not preempted by ERISA, the
laws of the State of Georgia shall govern the construction of this Agreement.


 


7.                                       Modification. No change or modification of this Agreement
shall be valid unless it is in writing and signed by the party against which
enforcement thereof is sought.


 


8.                                       Headings. The headings of each Section of this Agreement are for
convenience only.


 


9.                                       Compliance with Section 409A of the
Code.


 


(a)                                            Interpretation. This Agreement and the SERP are (i) intended
to comply with, (ii) shall be interpreted and their provisions shall be
applied in a manner that is consistent with, and (iii) shall have any
ambiguities therein interpreted, to the extent possible, in a manner that
complies with, Section 409A of the Code and any regulations or other
guidance issued thereunder.


 


(b)                                           Amendment for Compliance with Section 409A. As of the date hereof, the Treasury
Department has not issued all of the guidance it expects to issue with respect
to Section 409A of the Code. Accordingly, the Company and the Employee
hereby agree that, with respect to Section 409A of the Code, to the extent
that (i) any terms of this Agreement conflict with Section 409A of
the Code or Treasury Department regulations or other interpretive authority
promulgated under Section 409A of the Code, or (ii) Section 409A
of the Code or Treasury Department regulations or other interpretive authority
promulgated under Section 409A of the Code would require alternate or
additional Agreement provisions in order for the Agreement to comply with the
requirements of Section 409A of the Code, the Company and the Employee
will negotiate in good faith to amend the Agreement in a manner that complies
with the requirements of Section 409A of the Code and that places the
Employee in the same net economic position he would have been in had the
amendment not been made.


 


10.                                 Entire Agreement. This Agreement, together with the SERP
document (including any ancillary documents referenced therein, such as
election forms, beneficiary designation forms, and the Savings and


 


2

















 


Retirement
Plans), contains the entire agreement of the parties hereto and no
representation, inducement, promise, or agreement otherwise between the parties
not embodied herein shall be of any force or effect, and no party shall be
liable or bound in any manner for any warranty, representation, or covenant
except as specifically set forth herein.


 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first written above.


 


	
  AMERICOLD
  LOGISTICS, LLC

  	
   

  	
  EMPLOYEE

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Gene Caudle

  	
   

  	
  /s/
  Neal J. Rider

  
	
  Name:

  	
  Gene Caudle

  	
   

  	
  Neal
  J. Rider

  
	
  Title:

  	
  Ex.
  V.P. Human Resources

  	
   

  	
   

  



 


3

















 


Amendment to the Supplemental Executive Retirement Plan

Pension Restoration Agreement

Neal Rider


 


The
following language will be added to section 2(b) Company Credits effective
December 5, 2005.


 


Section 2(b) Company Credits


 


Employee shall be entitled to receive a Company
Discretionary Credit as determined in Section 2(c), based on Employee’s
Salary and Bonus Compensation earned in 2005.


 


 


	
   

  	
  ACCEPTED
  and AGREED

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  Gene Caudle

  	
   

  
	
   

  	
  Gene
  Caudle

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Executive
  VP, Human Resources

  	
   

  
	
   

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  12/20/2005

  	
   

  
	
   

  	
  Date